The Fall of the Rainbow Factory
by ProjectMobius12
Summary: Chayoknar, aka Stargazer, is a rebel Changeling who had an unfortunate run in with the workers at the Rainbow Factory. He has been running for six months, and his travels have landed him in Las Pegasus. When he meets a mare who offers her help, she gets involved, and is now also on the CWC's death list. Will Stargazer be able to keep them safe?
1. Chapter 1

**The Fall of the Rainbow Factory**

Chapter 1

Stargazer was a broken pony, hardened by his dark past and rejection by the citizens of Equestria. Though the sky blue Pegasus appeared normal, he was not a Pegasus at all, but a Changeling. Only sixteen, Stargazer had been separated from the Hive for almost ten years, and his life of wandering had taken its toll on him. He had been running from the Cloudsdale Weather Corporation for six months. Time after time he had settled down, thinking that he was safe, and time after time his pursuers had tracked him down, and the young Changeling, once again, had to flee. His most recent narrow escape had brought him to Las Pegasus, or "The Embarrassment to the Empire" as some ponies called it. It was the gambling capitol of the known world. It did not take a genius to recognize the corruption that ran deep within the roots of the city. His pursuers were hot on his trail, and Star needed a place to hide. He ran into one of the casinos that lined the streets, which was uncharacteristic of him. He was not the gambling type, so nopony should look for him there. Just in case, though, he found a secluded corner and changed forms. Now he was a blue Unicorn mare with an ace of hearts card as his cutie mark. He came out of hiding. After he grabbed a brown fedora off of a passing pony's head, he observed himself in one of the many mirrors that lined the casino's walls.

He smiled. He looked PERFECT. Nopony would recognize him looking like this. He wandered about the casino for a bit watching ponies scream in frustration at the machines or each other, and every now and then, the light hearted cheering of a lucky winner. As Stargazer turned the corner, he froze. His heart stopped, and his pupils dilated in fear. There were only a few things on this planet that could scare him, could trouble his soul like it was troubled right now. One of them was going back to the Factory, forced to torture and kill ponies, or die a terrible death himself. The second fear was genetic: running into the pony you were disguised as, and he was standing face to face with a mare that looked EXACTLY like his current form.

The mare stammered, obviously shocked at seeing a replica of herself. "Who... I... You... What...?"

Stargazer breathed rapidly. His plan had gone terribly wrong. He tried to calm his nerves, to tell himself that it wasn't as bad as it seemed. It was not working. "Please don't be alarmed," he told her. "I can explain..."

"You can explain?" she shouted. "You can explain how you look exactly like ME?!"

Ponies had stopped what they were doing and had begun to stare at the scene the mare was making. Stargazer was panicking on the inside. If he didn't play his cards carefully, he would end up exposed, and the place would be on lockdown while the authorities tried to flush out the Changeling. He took a deep breath.

"Yes," he began carefully, looking around. "I can, although I would rather not explain in public."

"I... fine. Just... lead the way."

Stargazer nodded and lead her to a secluded corner and looked around. Nopony was paying any attention to them any longer, thank the Sisters. He spotted a stallion, obviously drunk, staggering away from the bar. "Do you see that pony over there, the drunk one?" he asked her. She nodded. Stargazer closed his eyes and changed forms to look like that stallion, then changed into his Changeling form. The mare gasped and her eyes widened. Stargazer changed back into his usual, Pegasus self. "I am Changeling." he told her. "Please don't panic. I have been separated from the Hive for quite some time now."

"Wh-what is a Changeling doing this far west?"

"I was running," he explained, "From the Cloudsdale Weather Corporation. They followed me, so I ran in here and chose a random form. I couldn't have guessed that the form belonged to somepony here."

"Well, why are they chasing you?" she asked. "It's not like there is anything to hide about the weather..."

Star stared at her. "If there wasn't, believe me, I wouldn't be here."

"If it's so bad, why don't you tell Princess Celestia?"

Stargazer shook his head. "That's the thing, Celestia is in on it. She was deceived over a thousand years ago. Besides, she wouldn't listen to a Changeling."He sighed. "I need a place to hide, so I'd appreciate it if you didn't say anything. If you help me, I promise I will be gone by sunrise."

There was a few minutes of silence as the mare appeared to be thinking. "Fine," she consented. "I'll help you on one condition."

Star was hesitant. He didn't want to agree to any condition as that would put him under her control. He didn't like being controlled. On the other hand, her cooperation would make things much easier. He sighed. "What's the condition?"

She smiled and elbowed him. "Drinks are on you tonight."

"Okay," he agreed. It seemed fair. "I only have thirty bits though, so please try and stay sober, okay?"

The mare laughed. "Sober? Me? Ha!"

Stargazer groaned. Of all the ponies on the face of the planet, why did he he have to get stuck with her? This was going to be a looooooooong night. As they were walking to the bar, Star noticed that the mare was uneasy. Changelings were very sensitive to the feelings and emotions of others, as they fed off of one in particular. It's not like she didn't have every right to be uneasy, but she didn't need to be. "Don't worry," he told her. "I don't bite."

"Are you sure?" The question was not one asked in a joking tone, it was a serious question. Star noted this and responded, trying to lighten the mood.

"My mom does, but I don't."

He heard her laugh, barely. That was good. The more relaxed she was, the more relaxed he would be, and the easier this situation would pass. They arrived at the bar, and the bartender asked what they wanted. "I'll just take an apple cider," Stargazer said. "I don't need any alcohol in my system," which was true. Changelings, unlike ponies, were very sensitive to what they ingested. Even just a bit of alcohol would make Star very unstable. He turned to the mare. "You?"

"Just a shot of absinthe," she said.

The bartender nodded and walked off to get their drinks. Stargazer looked at the mare. "I don't believe I caught your name."

She smiled. "I'm Ace of Hearts, but you can call me Ace. What's yours?"

He hesitated for a minute. Should he tell her his name? He was kinda trying to remain hidden. Stargazer shrugged. He supposed it wouldn't hurt anything seeing as he wasn't going to be staying more than one night here. "I'm Stargazer, but you can call me Star. I also go by 'Hey, you!'"

Ace laughed and extended her hoof. "It's nice to meet you, Stargazer."

He shook her hoof. "Likewise."

The bartender returned with their drinks. Stargazer thanked him and gave him the money he owed. Ace downed her drink in one gulp, while Star was content with just sipping his.

"So," Ace asked him, "Do you want to stay here for a while and get a few more drinks, or do you want me to show you to your room?"

Star shrugged. "I suppose a few more drinks wouldn't hurt." He was about to call the bartender, when he noticed two ponies enter. Their expressions alone showed that they were not here on friendly business. They were muscular stallions in dark blue uniforms embroidered with the letters CWC. Cloudsdale Weather Corporation. Stargazer swore under his breath. "On second thought, I think I'll turn in for the night."

Ace looked at him in confusion. "Why the sudden exit?"

Star nodded in the direction of his pursuers. "They're here."

She gawked at him. "Whatever did you DO? It must have been pretty bad if they sent ponies like THAT after you."

Stargazer was getting anxious. "I don't want to talk about it. Where's the room I'm staying in?"

"Follow me," she responded. Stargazer trotted after her. He would hide in the room she had so graciously provided until the ponies left. In the morning, he would be gone. She turned and lead him down a hallway. Star looked behind them and almost fainted from fright. The two ponies were following them and were no more than two hundred feet away.

"We're being followed," Star whispered into Ace's ear.

Ace looked behind her and quickened her pace. "They won't do anything to me, right?"

Stargazer shook his head. "You don't know any details. They might question you, but you'll be okay." It was a lie, and Stargazer knew it. The Cloudsdale Weather Corporation didn't want their secret getting out, and they weren't afraid to kill anypony who might know ANYTHING on the spot. He should've run away the first time he saw Ace. He never should have dragged her into this. "How much further?" asked a very nervous Stargazer.

Ace pointed to an elevator at the end of the hall. "We're almost there."

The elevator door opened and the two ran inside. Star was about to ask what button to press, but the panel had a large "Out of Order" sign over it. Ace noticed it too, and began to panic. Stargazer would not let them die, not like this. He began to charge up a teleport spell. "What floor?" he asked.

Ace's eyes were as wide as dinner plates and her breathing had accelerated. "Thirteen," she answered in an almost inaudible whisper.

Stargazer released the spell. There was a flash and the two of them were on the thirteenth floor.

"What?" exclaimed a now very confused Ace. "How did you..."

"Changeling," he reminded her. "I can use magic, even though I look like a Pegasus."

"I know," she said, "But, you can TELEPORT? Ponies can do that? That's incredible!"

Stargazer shrugged. "It's actually a pretty simple spell. It requires a bit of energy, though, so I can't do it too often."

"Amazing!" Ace gave him a room key. "Listen, I don't have any empty rooms right now, so you can stay in mine for as long as you want. Room 121."

Stargazer took the key and bowed slightly with gratitude. "Thank you for... Well... Everything. You have been very helpful in keeping me hidden from my pursuers. I'm sorry that I dragged you into this. I will be gone by morning, and this will all be but a dream."

She smiled. "I'm glad to help. It's what I'm here for." She turned around and walked down the hall.

Stargazer walked along until he found Room 121. He walked in and locked the door. He was still amazed at the mare's kindness. She didn't even know him, but she was helping hide him, and even let him use her room! He could never in a millennium begin to repay her. He walked to the bed and felt it. It was the softest thing he had felt in a long time. "Nice..." He did not, however, sleep in the bed. He jumped up and attached all four hooves to the ceiling. Hanging upside down, he closed his eyes and fell asleep.


	2. Chapter 2

**The Fall of the Rainbow Factory**

Chapter 2

Ace had found a working elevator and took it down to the first floor. She wasn't sure if what she was doing was right, but she had made a promise, not only to herself, but to her deceased brother. Changelings could not be trusted. They were all monsters. If she turned Star in, she'd be doing society a favor. She would also be keeping a promise, so it was the right thing to do, wasn't it? The elevator door opened to reveal the two ponies from earlier facing away from her. She took a deep breath. There was no turning back now. "Er... Hello," she timidly approached them. "Are you from the Cloudsdale Weather Corporation?"

The ponies turned around and blocked her way. "That depends," the one on the left answered in a gruff voice. "Who's askin'?"

Ace took a deep breath. She was intimidated by the two, but the capture of a Changeling would be well worth it."I know who you are looking for, and where he is," she told them.

The two looked at each other for a moment. The one on the right pulled out a low resolution picture of what appeared to be Stargazer in a white uniform that was speckled with oil and blood. "Is this him?" he asked in a much kinder voice than his comrade.

She nodded. "His name is Star... Tazer or something."

"Stargazer, yes," the pony on the right responded. "He is an incredibly unstable individual. You said that you know where he is?"

"Yes," Ace responded, "And I can take you to him, right after we discuss payment."

Both Weather ponies froze and stared at her. "Payment? PAYMENT?!" The pony on the right laughed a maniacal laugh. "How about we let you live, is that payment enough for you? We saw you with the traitor, and as far as we know you could already possess sensitive information. Really, for safety's sake, we should kill you now." He advanced towards her ever so slightly. "Do you want money, or do you want to live? Those are your options."

Ace kept an even face, although she was terrified of the two. "You're going to kill me in public, in a casino I own, that is full of ponies?"

"Oh, don't worry about us. Our buddies have secured the perimeter. Nopony would see a thing, and even if they did..." his lips curled upwards into a sick psychotic smile. "More 'resources' for the Pegasus Device."

"Pegasus wha- whatever. Just follow me." She stepped into the elevator and the two stallions entered after her.

"A wise decision," the first one said. "Thank you for your cooperation. It makes things less bloody."

The higher the elevator went, the more sick to her stomach Ace got. Why did she have to betray Stargazer like that? Was it the right thing to do? She shook her head. Of course it was! He would be turned in, and she would be one step forward to fulfilling her promise. 'Keeping a promise is the right thing to do.' she told herself constantly. It didn't make her feel any better about the situation, though. They reached the thirteenth floor, and she guided them to Room 121. She opened the door, and stepped inside. Stargazer was sleeping hanging upside down from the ceiling. Kind of strange, but he wouldn't be her problem for much longer. "There he is," she said, her voice shaking a bit. "Just take him and go." She turned around to walk out, only to find that the two had blocked the doorway, and had begun to walk towards her with sick smiles on their faces. "Wait!" she screamed, "We had a deal!"

She heard Star scream, and fall to the ground. After he recovered, he looked at the Weather ponies and his pupils shrunk. Then he looked at her, then the CWC ponies again. His expression of fear turned to one of fury as his bright blue eyes glowed brightly. He let out a shout and the other ponies flew backwards into the door opposite them, now unconscious. Star opened the window and turned to her. "Come on!" he shouted. "Jump!"

Ace stared at the whole scene in terror. She couldn't fly, but she was being told to jump. Star was pretty much asking her to commit suicide. "Are you crazy?!"

"Just jump! You'll be ok."

"How?" she asked. "We're thirteen stories above the ground!" She looked back at their pursuers. They were beginning to regain consciousness. Her options were not good. Either die by becoming a pancake on the asphalt below them, or suffer at the hands of psychotic weather ponies.

"I can fly!" Stargazer shouted. "I'll catch you!"

Both Cloudsdale ponies were awake now, and ran towards them. Seeing as she had no other choice, she jumped out of the window, screaming as she fell. The ground was approaching her more quickly than she would have liked, and she couldn't see Stargazer. Maybe he had decided against catching her, and was going to let her hit the ground. 'This is it, then,' she thought to herself. 'This is how I'm going to die.' She closed her eyes and sighed. Her feeling of defeat left her, though, as she felt somepony grab her fore-hoof and slow her descent. She looked up and saw Star, gently lowering her to the ground. Once she had all four hooves on the ground, she swore to herself that she'd never leave it again. "Are you okay?" she heard Star ask her.

She met his gaze. His eyes didn't look like the eyes of a monster, but the eyes of a concerned friend. He hadn't deserved her betrayal. She needed to apologize to him. "I-I'm... Sorry..." she said quietly, shaking like a leaf on a windy day.

His look of concern changed to a look of confusion. "What do you have to be sorry for?" he asked.

She looked away. How could she tell him that she had betrayed him? He would never trust her again. She didn't know why that bothered her, but it did, and she was not about to lose his trust. "They came into my room while I was sleeping," she lied. "They said they'd kill me if I didn't tell them where you were!"

Stargazer raised his eyebrow in suspicion. "Ace, I was in your room. You were not. What really happened?" he asked her.

She was shocked that he saw through her lie, albeit a poor one, and tried to cover it up. "I... That is what happened! I swear!"

There was silence for a few moments before Star spoke again. "You tried to turn me in, didn't you?" he asked with a hurt look on his face. "And please don't lie to me, I can tell if you do."

She bit her lower lip. Could he read her mind? Probably not, otherwise he would have seen her plan at the beginning. Still, lying would not get her anywhere, she could see that. She looked at the ground and poked at it shamefully. "Yes. I did."

Stargazer sighed. "I see. And now, You have not only endangered me, but you have put yourself in harm's way. These guys are psychos, and if they think that you know anything, ANYTHING, they will kill you. What in Equestria did you say to make them turn on you? Or was that part of the act, too?"

A tear rolled down Ace's cheek. "N-no!" her voice was cracking. "I thought they were the good guys! I mean, for all I know, you could be a murderer, a Changeling no less."

"It's not my fault!" he shouted, on the brink of tears. "I didn't ask to be born into the most despised race in Equestria! What, you think I wanted to live a life of solitude, where even those that seem friendly whisper lies behind my back? Do you think that I take joy in the crimes that I know my brothers and sisters and mother commit? Yes, I did murder some ponies, but that's not my fault! I had no clue what they did when I took the job!" He groaned and sat down with his face in his hooves.

Ace was devastated. Did she really betray her only friend because of the actions of one Changeling? This one obviously wasn't a monster, but she had nearly killed him. She wished she was dead. "I'm really sorry, Star. I didn't think..."

"No, no," He said. "It's my fault. I shouldn't have lost my cool like that."

"No," she insisted. "I'm the one who betrayed your trust."

Stargazer looked up, then back at her. "We have to go. If they haven't given chase yet, then they are gathering reinforcements. I personally don't want to be chased through the streets of Las Pegasus by an army of psychotic weather ponies."

"Neither do I," Ace agreed. "But I'm not going anywhere until I know what's going on. Why are they chasing you... Us?"

Star nodded.

"Before Nightmare Moon was banished, there were 3 major jobs in Equestria. Controlling the sun, the moon, and creating rainbows. Luna raised the moon, and Celestia took care of the other two. When Nightmare Moon was banished, though, and Celestia took on all 3 tasks, it became obvious that she was weakening, so she handed over the task of making rainbows to the Pegasi. They controlled the weather, so it seemed like a logical choice.

"They were stumped for a while. They didn't know how to create rainbows. One day though, there was an 'accident', and they discovered the secret ingredient in spectra, unprocessed rainbows: the blood of ponies. They couldn't just start murdering ponies at random, though. They needed somepony that nopony would miss: the Failures.

"See, after a Pegasus comes of age, they take a flight test. The ones who pass get to move on and choose a career to train for. The failures are rejected by society, not even wanted by their own families. As of 1000 years ago, the failures are taken to the Rainbow Factory, while the citizens believe they are deported out of Equestria.

"I took a job there, not knowing what they did or the history of the place. All I knew was that they provided living quarters, the pay was ok, and no background check was required. It seemed to be the perfect job for a Changeling. I kept the Pegasus Device, the machine used to grind up the foals and extract the blood, running. I had no clue what it was used for, until one day I decided to stick around to find out.

He paused for a minute as he wiped away at the tears forming in his eyes.

"I had slaughtered children for a year and I didn't even know it. I was enraged, and tried to lead a rebellion. I failed. I am the only member of the rebellion still alive. I have been running for six months. I had originally hoped that my supervisor, Rainbow Dash, thought I died in the bloodbath, but I've not fooled her. She has sent ponies after me, looking to kill me and get rid of the evidence."

Ace stepped backwards and her eyes widened in fear. When she met him, she thought he had like... stolen something, but nothing like that! The story fit, though, and that terrified her even more.

"R-Rainbow Dash?" she stammered. "As in the athlete? The Element of Loyalty and best friends with Princess Twilight?"

"The same, although I believe she came to work in that hellhole by accident. Or she's a Changeling and the real Rainbow Dash is completely oblivious to what happens in Cloudsdale, but I doubt it."

"Look, let's just focus on not getting caught," Ace said, bringing them back to the matter at hand. "I know a safe place in Canterlot, but that's much too far for tonight..."

"Do you know a spot where we could hide for the night?" he asked her.

She shook her head. "I hardly ever leave the casino. I don't suppose you know where a handsome stallion and a confused mare could crash for the night, would you?"

He blushed a little, and Ace giggled, but Star showed her that he was still fully capable of being sarcastic. "Yes, I know the perfect spot which is exactly why I asked you. I've only been here for an hour!"

"So, that's it?" she asked. "We're pretty much screwed?"

"I didn't say that. Give me a minute..." Star sat there for a minute, looking up. "Well, getting out of town isn't an option, and neither of us know of a place to stay. However, I know a cloaking spell that should conceal us for about six hours, that is, if we don't move too much."

"I'm... Not even going to ask how that's possible. It might work, though. What if I roll over in my sleep?"

"As long as it's not a five minute ordeal, you should be fine."

Ace pointed to a nearby alley. "We could hide there."

Star looked at it and nodded. "That'll work." They made their way to the alley, keeping an eye out for more CWC ponies. Once they reached the alley, Ace felt as if all her limbs were asleep, and then it passed as quickly as it came. She assumed that was Star activating the spell.

"We should be good for a while," Star said.

Ace looked herself over. She couldn't see herself, no wait she could, no she couldn't, no... It looked as if they were fading in and out of existence. "Does that mean it worked? Will other ponies be able to see us?"

"Yes," he replied. "It worked, and no. Nopony else will be able to see us. Only you and I can see each other, and, as I'm sure you've noticed already, it's a bit trippy. You can go ahead and sleep, I'll keep watch."

"I can keep watch," Ace told him. "I wouldn't be able to sleep anyway."

"Try," was Star's simple response. "The sooner you fall asleep, the sooner morning will come."

She stared at him for a bit, but consented. "Fine, but if you betray me, you'll live to regret it."

Star chuckled. "Why would I betray you? They're already looking for me. If I turn you in, I die."

She sighed, laid down on the hard, cold ground and shivered. How had she gotten into this situation? How would they escape the psycho weather ponies? Could they stop them? There were so many questions running through her head. Eventually, though, she was able to fall into an uneasy slumber.


	3. Chapter 3

**The Fall of the Rainbow Factory**

Chapter 3

A little later, Star noticed her shivering. He wished he had something to keep her warm, but if there were any old blankets in this alley they were long gone. He did have his wings... 'That would be awkward if she woke up,' he thought to himself, but it was better than nothing. He sighed in defeat, laid down next to her, and wrapped his wing around her, hoping it would warm her up. A few of their pursuers passed by, but they didn't see them. The hours went on, and proved to be uneventful. Star re-charged the cloaking spell, and slowly began to slip into a nightmare filled slumber.

* * *

He dreamt about his pre-teen years when he met her, the cyan mare with the rainbow mane who had so affectionately cared for him... so he had thought. He remembered that day all too well. He had been asking ponies left and right if they had a job for him. None did. Of course, he was only twelve years old, who'd trust a mere foal with work? Somepony, he hoped. If he didn't acquire some cash quickly, he'd be living in that cardboard box for a while. He was just about to give up and go home, when she approached him. She looked at him with her rose colored eyes for what seemed like an eternity before she spoke.

"What do you have to live for?" she had asked him. He wasn't quite sure how to respond and stared at her blankly. The mare repeated herself. "What do you have to live for? Do you have anything right now that would hold you back from a life changing opportunity?"

He didn't, really. He was more of a wanderer, trying to find work. None had come his way for a long time. He had been reduced to begging for food. He hesitantly answered her. "N-no... Why?"

She smiled. Not really a kind smile, but not a mean one either. It was... not an expression he could place. "I have a job for you," she said. "If you're interested..."

Young Stargazer jumped up to his hooves in excitement. "I'll take it!" He didn't even need to hear what it was. Work meant pay. Pay meant food, and possibly shelter. But... he WAS curious as to what he'd be doing. "What kind of job?"

"Mechanical work," she answered. "Do you know anything about machinery?"

His heart sank. He knew nothing about machinery. He was an astronomer, not an engineer! Yet another job would pass him so easily. "No..."

"It's okay," she told him. "We'll teach you."

He looked up at her with hope twinkling in his young eyes. She'd... teach him? Maybe he'd get the job after all! But he shouldn't appear TOO eager. She might use that to her advantage... "What are the conditions?"

"You will be given food, living quarters, and an hourly paycheck, in exchange for your service to us."

"What about a background check?" This was where he had to turn down many of the jobs that rarely came his way. He couldn't risk a background check, not him. He was Changeling. He was not in the Equestrian Record Books. Somepony would become suspicious and expose him! Then the Hive would claim him... He shuddered at the thought.

"No background check is required," she told him, much to the colt's joy. "If you can start immediately."

He grabbed his small bag of possessions and saluted the rainbow-maned mare. "Of course!"

She smiled. "An eager worker is a dedicated worker," she told him as she led him away. "You're life is looking up."

If only he had known how much of a lie that was...

* * *

Star woke up as the sun was creeping over the horizon. The brightness peeked through the alleyway and concentrated the yellow glow onto his face. He looked down at Ace who was still asleep, breathing deeply. He got up slowly, not wanting to disturb her. He was going to scout around for any CWC ponies. 'She'll be okay,' he told himself. 'The cloaking spell is still active and she's asleep. Nothing will happen to her.'

He walked out of the alleyway and took to the air after changing into a different form: a brown Pegasus with an hourglass as a cutie mark. He glided over the city on the lookout for their pursuers. There weren't a lot, thank goodness, and they were scattered throughout the city. If they were careful, they might be able to avoid them on their way out.

He felt a sharp pain in his head and winced. He concentrated on the source... The cloaking spell had been deactivated. Ace was probably awake and it was time to head back. As he approached the alley, he saw something that made his heart rate skyrocket and his determination to get back grow: leading away from the alleyway was a trail of rainbows. He landed in the alley fearing the worst. A broken blood covered body, or maybe signs of a struggle and a puddle of blood. But Ace was not dead. She was standing still as a statue staring off into space.

"Ace!" he shouted. "Thank the Sisters you're okay! We have to... whatcha staring at?"

She looked at him, back into space, then back at him. "There was a pony there... She said she could help you. She called you Fola- something."

Star froze. "Folaktar?" he asked. Ace nodded. He began to panic a bit. Nopony knew him by that name! Nopony except... But that was impossible. Ace wasn't dead. If it had been who he thought it was, Ace wouldn't be standing there before him, but on the ground in a dark red puddle with a certain cyan mare standing over her. It couldn't be her, but there was no other explanation... "What did she look like?" he asked her.

"I couldn't see much," Ace said. "She was wearing a mask and a cloak of some sort. I do know that her eyes were rose colored, her wings were blue, and she left a trail of... rainbows. Friend of yours?"

'Horsecrap,' Star thought. 'It was her. We have to get out of here!'

"No," he answered, "Not a friend. That was Rainbow Dash."

Ace began shaking when he told her this. "R-Rainbow Dash? But she could have killed me! Why would she want to side with us?"

Stargazer was equally troubled. None of it made sense. He knew Rainbow Dash. She wasn't stupid, but she never passed up the chance to kill anypony. Was this a new strategy of hers? "I doubt that she's siding with us," he said, "But we can't stay here. We have to get to your safe spot in Canterlot."

"But if she found me that quickly, how are we going to do this without getting caught?"

"By taking little steps at a time," he responded. "The Whitetail Woods are not too far north of here. If we can make it there, we should be safe for a bit."

He teleported them to a nearby alley, and apparently nearly made Ace lose her lunch. "Warn me before you do that, will ya? Ugh..." she said, irritated.

"Sorry," Star said sheepishly. "You think you could hold your lunch for a few more?"

"Fine," she groaned.

Star nodded and charged up the spell, thought better of it, and stopped. "Actually, why don't you try it?" he suggested.

She looked at him in confusion. "How?"

He tried to think of a good way to explain it. He did it naturally. He never had to think about the steps like he was right now. "Imagine a destination," he began, "Let's aim for that alley over there. Keep that destination in mind. Now imagine the incredible speeds at which our planet is moving through space, and imagine that you are holding on as tight as you can to the surface. Now, imagine letting go and being hurled off the face of the planet, while keeping your destination visualized."

There was a flash, and they ended up on the opposite rooftop. She was visually disappointed with herself. "That's pretty good for a first time," Star told her. He was actually a lot more impressed than he let on. His first time was not nearly that accurate. You never know how fast you can run until you have to run out of a bathroom full of screaming mares...

"It takes practice," he reassured her, "But you'll get the hang of it soon enough."

Ace looked at the street below. "Ugh... Magic makes me nauseous... Could you get us down?"

He smiled. "Sure, then why don't we grab a quick breakfast? It'll help with the dizziness that comes with using a spell like that."

He teleported them down, and supported Ace, who began to have issues keeping balance.

"Where... where are we gonna... eat?" she asked dizzily.

"I'll find us a place."

'And soon!' he thought to himself. 'She looks like she could collapse any minute. I feel kinda loopy too...' Star shook his head, telling himself to stay conscious. He found a pastry shop a block away, and ordered their breakfast. They sat down and began to eat.

"How is it?" he asked.

"It's good," she said, only managing a few nibbles of her muffin. "I still feel kind of ill though."

After a bit of silence, she spoke. "So... um, why don't you tell me about yourself, Star."

He was taken aback. Tell her about himself? Nopony wanted to know about him! They usually wanted him gone, or simply didn't interact with him. What about him would she find interesting? 'Not much,' he guessed. "Well... what do you want to know?"

She smiled. "Whatever you're comfortable sharing."

Star racked his brains for something to say. He was totally unprepared for this line of conversation. "Well, I'm more of a night owl. I like the night sky. Um..." He hoped he didn't look like a complete idiot. He tried changing the subject. "You really should eat your food, or at least drink the water."

"I'm not really hungry," she said. "Magic isn't good for my appetite. Um... how old are you?"

"I was hatched sixteen years ago."

"Sixteen? Bit you look older... oh, right. You're Changeling." she said with a sheepish grin on her face. "I don't mean to pry, but were you involved in the Canterlot Invasion?"

He shook his head. "I had left the Hive long before that. When I felt them plotting it, I was still in the Factory."

She breathed a sigh of relief. "At least you're not a monster like the rest of them... wait... You felt them plotting it?"

He nodded. "Changelings have an empathetic link between each other. I can still feel them, but since I have been separated from them for so long, I can only feel huge movements."

"That's amazing! You know, you're really starting to make me wish I'd put more effort into magic studies."

"I can teach you, if you like," he offered. He was surprised at himself. Did he just say what he thought he just said? He'd never offered something like that to anypony before. Why did he feel so comfortable around this mare? She had nearly gotten them killed! And yet, he would have chosen her company over the company of anypony else... It confused him.

Ace beamed happily. "Really? You'd do that? After I... You don't have to, y'know."

"No, really," he said. "I can. But," he smiled jokingly, "You'll need to eat your muffin."

"Fine..." she ate the muffin and drank her water. "I hope I can keep this down."

"It'll help in the long run, I promise."

There was silence between them for a bit before Ace spoke quietly. "Listen, uh... Thanks for... keeping me warm last night."

He met her gaze and blushed slightly. She had noticed. She must have woken up at some point in the night. Well, at least it didn't get awkward. He finally was able to get some words out of his paralyzed mouth. "You're welcome..." She smiled warmly as a response.

Star kept thinking of a plan. Getting to Whitetail Woods would be tricky. Once the did get there, though, they could head towards the Concela Po-in, or "Hiding Place." It was a spot he discovered in his travels. It was a valley with a few dozen trees on one end, a lake in the middle, and a field on the other end. He had been there often, and knew the place like the back of his...

He nearly spit out his water. He knew that place; he could visualize it with incredible accuracy. He could teleport them there.

"I can get us out of here," he told Ace.

"I'm listening."

"There is a hidden spot in Whitetail Woods that I can visualize pretty well," he explained. "I can teleport us there. It will require a lot of energy, though, meaning I'm going to have to order some more muffins..."

"If you can do that, go ahead." her stomach made another strange noise. "Can we wait a bit to teleport though?"

He nodded. "It'll take me a bit to eat the muffins anyway." He got up, ordered seven muffins, and carried the tray back to the table.

Ace raised an eyebrow. "That's a lot of muffins... I think you're just looking for an excuse to eat some more of them."

Star shrugged. "Well, that too, but can you blame me?"

She chuckled. "I guess not... Will we be safe there? In your spot?"

"We should. I'm the only one that knows it exists."

Ace looked past him and saw something. He didn't know what, but whatever it was, it frightened her. "Uh... Star? We have a problem..."

"Waf?" he asked, his mouth full of muffin. He looked out the window and saw what had scared her: two CWC ponies about a hundred meters away were walking towards them. He began eating his muffins at a much more accelerated rate, almost inhaling them.

The two ponies were getting closer, and Ace began to visibly panic. "Can you teleport us now?"

Star looked at her, his pursuers, his muffins, his pursuers, and back at his muffins. He nodded vigorously and began charging the spell, but not before storing a muffin for later.

He closed his eyes and concentrated, trying to keep their destination in mind. The room began to shake, although it looked like nothing was moving. There was also a loud humming sound. Star tried his hardest to gather up the energy he had to make the jump as their pursuers came closer. 'Just a bit more...!'

The ponies had noticed Star charging the spell and began to fly as fast as they could towards them. They were a mere five meters away. Ace shouted in alarm. "STAR, NOW!"

Star opened his eyes, now glowing white, and released the spell right as their pursuers opened the door. There was a blinding flash, a crack of thunder, and a huge jerk before they opened their eyes and found themselves in Whitetail Woods. "We made it," was all Stargazer managed to say before collapsing onto the soft green grass.


End file.
